Trio Petroleum (TPET) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, to vote on four key proposals, including director election, a reverse stock split, an equity plan amendment, and auditor ratification.

• Stockholders of record as of March 26, 2026, are eligible to vote, with each share entitled to one vote.

• The board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of one Class III director (Robin Ross) for a three-year term expiring at the 2029 annual meeting.

• Approval of a reverse stock split at a ratio between 1:2 and 1:10, at the board's discretion, to maintain NYSE American listing compliance.

• Amendment to the 2022 Equity Incentive Plan to increase reserved shares from 2,952,383 to 6,452,383.

• Ratification of Bush & Associates CPA LLC as independent auditor for the fiscal year ending October 31, 2026.

Board of directors and corporate governance

• The board consists of five directors divided into three staggered classes; a majority are independent under NYSE American rules.

• The board has audit, compensation, and nominating/governance committees, each with defined responsibilities and independent members.

• The board oversees risk management directly and through its committees.

• A code of business conduct and ethics applies to all directors, officers, and employees.